-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UMQJpI2Mo6PTdiDnEApi6FPzN7VhUl0QYT3P8bWUnIBVso+tAXPvITGBY+Y61s5K vcZymDw/PxlE7q4n3pDyog== 0000892626-09-000009.txt : 20090206 0000892626-09-000009.hdr.sgml : 20090206 20090206155722 ACCESSION NUMBER: 0000892626-09-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090206 DATE AS OF CHANGE: 20090206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANDAUER INC CENTRAL INDEX KEY: 0000825410 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 061218089 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09788 FILM NUMBER: 09577225 BUSINESS ADDRESS: STREET 1: TWO SCIENCE RD CITY: GLENWOOD STATE: IL ZIP: 60425 BUSINESS PHONE: 7087557000 MAIL ADDRESS: STREET 1: 2 SCIENCE ROAD CITY: GLENWOOD STATE: IL ZIP: 60425 FORMER COMPANY: FORMER CONFORMED NAME: TECH OPS LANDAUER INC DATE OF NAME CHANGE: 19910521 10-Q 1 ldr_1208.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2008 or [ ] TRANSITION REPORT pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition from ____________ to ___________ Commission File Number 1-9788 LANDAUER, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 06-1218089 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2 Science Road, Glenwood, Illinois 60425 ---------------------------------------------------- (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code (708) 755-7000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ X ] Non-accelerated filer [ ] Smaller reporting Company [ ] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [ X ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at January 29, 2009 ---------------------------- ------------------------------- Common stock, $.10 par value 9,317,139 1 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS LANDAUER, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited) (000's, except share amounts) December 31, September 30, 2008 2008 ------------ ------------- ASSETS - ------ Current assets: Cash and cash equivalents. . . . . . . . . $ 23,562 $ 33,938 Receivables, net of allowances of $618 and $609, respectively. . . . . . . 23,099 19,738 Inventories. . . . . . . . . . . . . . . . 4,376 3,550 Prepaid expenses and other current assets . . . . . . . . . . 1,496 1,227 Prepaid income taxes . . . . . . . . . . . 7,964 7,964 Deferred income taxes. . . . . . . . . . . 2,312 2,312 ---------- ---------- Current assets . . . . . . . . . . . 62,809 68,729 Property, plant and equipment, at cost . . . 58,749 57,595 Less: Accumulated depreciation and amortization . . . . . . . . . . . (38,052) (37,410) ---------- ---------- Net property, plant and equipment. . . . . . 20,697 20,185 Equity in joint venture. . . . . . . . . . . 6,158 5,796 Goodwill . . . . . . . . . . . . . . . . . . 13,244 13,343 Other intangible assets, net of amortization of $4,219 and $4,065, respectively . . . . . . . . . . . . . . . 4,674 4,759 Dosimetry devices, net of amortization of $10,993 and $10,632, respectively. . . . . 4,310 4,454 Other assets . . . . . . . . . . . . . . . . 1,127 1,424 ---------- ---------- $ 113,019 $ 118,690 ========== ========== The accompanying notes are an integral part of these financial statements. 2 LANDAUER, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited) (Cont'd.) (000's, except share amounts) December 31, September 30, 2008 2008 ------------ ------------- LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Accounts payable . . . . . . . . . . . . . $ 2,521 $ 981 Dividends payable. . . . . . . . . . . . . 37 4,686 Deferred contract revenue. . . . . . . . . 14,466 15,626 Accrued compensation and related costs. . . . . . . . . . . . . . 2,676 5,368 Accrued pension and postretirement costs. . . . . . . . . . . . . . . . . . 366 366 Other accrued expenses . . . . . . . . . . 8,649 7,197 ---------- ---------- Current liabilities. . . . . . . . . 28,715 34,224 Non-current liabilities: Pension and postretirement obligations. . . . . . . . . . . . . . . 6,792 8,609 Deferred income taxes. . . . . . . . . . . 4,666 4,622 Other non-current liabilities. . . . . . . 1,462 935 ---------- ---------- Non-current liabilities. . . . . . . 12,920 14,166 Minority interest in subsidiary. . . . . . 413 545 Stockholders' equity: Preferred stock, $.10 par value per share, authorized 1,000,000 shares; none issued. . . . . . . . . . . -- -- Common stock, $.10 par value per share, authorized 20,000,000 shares; 9,334,748 and 9,332,508 shares issued and outstanding at December 31, 2008 and September 30, 2008, respectively . . . . . . . . . . . 933 933 Additional paid in capital . . . . . . . . 29,405 28,826 Accumulated other comprehensive income . . 585 289 Retained earnings. . . . . . . . . . . . . 40,048 39,707 ---------- ---------- Stockholders' equity . . . . . . . . 70,971 69,755 ---------- ---------- $ 113,019 $ 118,690 ========== ========== The accompanying notes are an integral part of these financial statements. 3 LANDAUER, INC. AND SUBSIDIARIES Consolidated Statements of Income (Unaudited) (000's, except per share amounts) Three Months Ended ----------------------------- December 31, December 31, 2008 2007 ------------ ------------ Net Revenues . . . . . . . . . . . . . . . . $ 22,438 $ 21,809 Costs and expenses: Cost of sales. . . . . . . . . . . . . . 7,140 7,201 Selling, general and administrative. . . 6,493 6,788 ---------- ---------- 13,633 13,989 ---------- ---------- Operating income . . . . . . . . . . . . . . 8,805 7,820 Equity in income of joint venture. . . . . . 420 386 Other income, net. . . . . . . . . . . . . . 149 318 ---------- ---------- Income before taxes. . . . . . . . . . . . . 9,374 8,524 Income taxes . . . . . . . . . . . . . . . . 3,147 3,179 ---------- ---------- Income before minority interest. . . . . . . 6,227 5,345 Minority interest. . . . . . . . . . . . . . 85 69 ---------- ---------- Net income . . . . . . . . . . . . . . . . . $ 6,142 $ 5,276 ========== ========== Net income per share: Basic. . . . . . . . . . . . . . . . . . $ 0.66 $ 0.58 ========== ========== Weighted average basic shares outstanding. . . . . . . . . . . . . . 9,280 9,160 ========== ========== Diluted. . . . . . . . . . . . . . . . . $ 0.66 $ 0.57 ========== ========== Weighted average diluted shares outstanding. . . . . . . . . . . . . . 9,310 9,227 ========== ========== The accompanying notes are an integral part of these financial statements. 4 LANDAUER, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) (000's) Three Months Ended ----------------------------- December 31, December 31, 2008 2007 ------------ ------------ Cash flows from operating activities: Net income . . . . . . . . . . . . . . . $ 6,142 $ 5,276 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation . . . . . . . . . . . . . . 1,260 1,723 Amortization . . . . . . . . . . . . . . 154 161 Equity in net income of joint venture. . . . . . . . . . . . . . . . (420) (386) Dividends from joint venture . . . . . . 1,062 894 Stock-based compensation . . . . . . . . 452 387 Tax benefit from stock-based compensation arrangements. . . . . . . 103 63 Excess tax benefit from stock-based compensation arrangements. . . . . . . (11) (50) Increase in accounts receivable, net . . (3,521) (1,822) Decrease in prepaid taxes. . . . . . . . -- 1,767 (Increase) decrease in inventory . . . . (846) 114 Increase in dosimetry devices at cost. . . . . . . . . . . . . . . . (343) (209) Increase in accounts payable and other current liabilities. . . . . . . 570 307 Increase in taxes payable. . . . . . . . 2,430 699 Decrease in accrued compensation and related costs. . . . . . . . . . . (2,760) (1,293) (Decrease) increase in deferred contract revenue . . . . . . . . . . . (1,038) 622 (Decrease) increase in long-term pension and postretirement obligations. . . . . . . . . . . . . . (1,816) 340 Other operating activities, net. . . . . (343) (94) ---------- ---------- Net cash provided by operating activities . . . . . . . . . . . . . . 1,075 8,499 Cash flows used by investing activities: Acquisition of property, plant and equipment. . . . . . . . . . . . . (1,343) (1,556) ---------- ---------- Net cash used by investing activities . . . . . . . . . . . . . . (1,343) (1,556) Cash flows used by financing activities: Dividends paid to minority interest. . . (151) (167) Dividends paid to stockholders . . . . . (9,549) (4,375) Proceeds from the exercise of stock options. . . . . . . . . . . . . 135 245 Excess tax benefit from stock-based compensation arrangements. . . . . . . 11 50 ---------- ---------- 5 LANDAUER, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) (Cont'd.) (000's) Three Months Ended ----------------------------- December 31, December 31, 2008 2007 ------------ ------------ Net cash used by financing activities. . (9,554) (4,247) Effects of foreign currency translation. . . . . . . . . . . . . . (554) (1) ---------- ---------- Net (decrease) increase in cash and cash equivalents. . . . . . . (10,376) 2,695 Opening balance - cash and cash equivalents. . . . . . . 33,938 21,069 ---------- ---------- Ending balance - cash and cash equivalents. . . . . . . $ 23,562 $ 23,764 ========== ========== The accompanying notes are an integral part of these financial statements. 6 LANDAUER, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) December 31, 2008 (1) BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements reflect the financial position of Landauer, Inc. and subsidiaries ("Landauer" or "the Company") as of December 31, 2008 and September 30, 2008, and the consolidated results of operations and cash flows for the three month periods ended December 31, 2008 and 2007. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position of the Company and its consolidated results of operations and cash flows. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended September 30, 2008 and other financial information filed with the Securities and Exchange Commission. Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications have no effect on the results of operations or financial position. The results of operations for the three month periods ended December 31, 2008 and 2007 are not necessarily indicative of the results to be expected for the full year. The September 30, 2008 balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The accounting policies followed by the Company are set forth in the 2008 Landauer Annual Report on Form 10-K. The primary source of revenues for the Company is radiation measuring and monitoring services including other services incidental to measuring and monitoring. The measuring and monitoring services provided by the Company to its customers are of a subscription nature and are continuous. The Company views its business as services provided to customers over a period of time and the wear period is the period over which those services are provided. Badge production, wearing of badges, badge analysis, and report preparation are integral to the benefit that the Company provides to its customers. These services are provided to customers on an agreed-upon recurring basis (monthly, bi-monthly or quarterly) that the customer chooses for the wear period. Revenue is recognized on a straight-line basis, adjusted for changes in pricing and volume, over the wear period as the service is continuous and no other discernible pattern of recognition is evident. Revenues are recognized over the periods in which the customers wear the badges irrespective of whether invoiced in advance or in arrears. Other services incidental to measuring and monitoring augment the basic radiation measurement services that the Company offers, providing administrative and informational tools to customers for the management of their radiation detection programs. Other service revenues are recognized upon delivery of the reports to customers or as other such services are provided. The Company sells radiation monitoring products to its customers, principally InLightTM products, for their use in conducting radiation measurements or managing radiation detection programs. Revenues from product sales are recognized when shipped. 7 LANDAUER, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (Cont'd.) December 31, 2008 (2) INCOME TAXES The fiscal year 2009 effective tax rate decreased primarily due to a reduction in Illinois state income taxes, the primary state in which the Company operates. Effective with the Company's fiscal year 2009 Illinois income tax return, the apportionment method used to calculate the income tax has changed from a cost of performance method to a market based approach, resulting in a decline in the Company's Illinois apportionment factor directly reducing Illinois taxable income and income tax. Additionally during the first quarter of fiscal 2009, the Company benefitted from the recognition of certain tax credits for qualified research and development activities as a result of Federal tax law changes allowing for the retroactive reinstatement of the credits. As of December 31, 2008, the Company's U.S. income tax returns for 2005 and subsequent years remain subject to examination by the Internal Revenue Service. The Company has no current on-going examination of any tax year by the Internal Revenue Service. State income tax returns generally have statute of limitations for periods between three and five years from the date of filing. For the Company's major foreign jurisdictions, its tax returns in the UK and France for fiscal years 2006, 2007 and 2008 remain open and subject to examination by taxing officials. (3) IMPAIRMENT AND ACCELERATED DEPRECIATION CHARGES As part of the IT initiative begun in fiscal 2007, management completed an evaluation of the usefulness of investments made in legacy information systems' hardware and software. Based on the evaluation, approximately $2,185,000 was determined to be impaired and approximately $690,000 of assets was subject to accelerated depreciation. In the first quarter of fiscal 2008, the Company recognized a non-cash charge of $188,000 for accelerated depreciation on the assets to be retired. The assets were fully depreciated in fiscal 2008. (4) CASH DIVIDENDS On November 26, 2008, the Company declared a regular quarterly cash dividend in the amount of $0.525 per share for the first quarter of fiscal 2009. The dividend was paid at the end of the first quarter to shareholders of record on December 12, 2008. As of December 31, 2008, there were accrued and unpaid dividends of $37,000, which will be paid upon the vesting of the related restricted performance stock awards at September 30, 2009, assuming the performance criteria is met. Regular quarterly cash dividends of $0.50 per share, or $2.00 annually, were paid during fiscal 2008. (5) COMPREHENSIVE INCOME The components of accumulated other comprehensive income included in the accompanying unaudited consolidated balance sheets at December 31, 2008 and September 30, 2008 consist of net minimum pension liability adjustments, impact of the adoption of SFAS No. 158 and adjustments for net gains, losses and prior service costs, and cumulative foreign currency translation adjustments. The following table sets forth the Company's comprehensive income and its components for the three month periods ended December 31, 2008 and 2007 (000's): 8 LANDAUER, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (Cont'd.) December 31, 2008 Three Months Ended December 31, --------------------- 2008 2007 -------- -------- Net income . . . . . . . . . . . . . . . . . . . . $ 6,142 $ 5,276 Other comprehensive income: Foreign currency translation adjustments . . . 282 170 Defined benefit pension and postretirement plans: Amortization of prior service cost . . . . . 9 9 Amortization of net loss . . . . . . . . . . 5 13 -------- -------- Comprehensive income . . . . . . . . . . . . . . . $ 6,438 $ 5,468 ======== ======== (6) INCOME PER COMMON SHARE Basic earnings per share were computed by dividing net income by the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share were computed by dividing net income by the weighted average number of shares of common stock that would have been outstanding assuming dilution during each period. The following table presents the weighted average number of shares of common stock for the three month periods ended December 31, 2008 and 2007 (000's): Three Months Ended December 31, --------------------- 2008 2007 -------- -------- Weighted average number of shares of common stock outstanding. . . . . . . . . . . 9,280 9,160 Effect of dilutive securities: Stock-based compensation awards. . . . . . . . 30 67 -------- -------- Weighted average number of shares of common stock assuming dilution . . . . . . . . . 9,310 9,227 ======== ======== (7) STOCK-BASED COMPENSATION Stock-based compensation expense totaled $452,000 and $387,000 for the three months ended December 31, 2008 and 2007, respectively. The total income tax benefit recognized in the consolidated statements of income related to expense for stock-based compensation was $182,000 and $156,000 during the first quarter of fiscal 2009 and 2008, respectively. STOCK OPTIONS The Company has not granted stock options subsequent to fiscal 2005. Grants of stock options in prior fiscal years were granted with an exercise price equal to the market value of the stock on the date of grant. Expense related to stock options issued to eligible employees and directors is recognized ratably over the vesting period. Stock options generally vest over a period of 0 to 4 years and have 10-year contractual terms. A summary of stock option activity during the three months ended December 31, 2008 is presented below: 9 LANDAUER, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (Cont'd.) December 31, 2008 Weighted- Average Weighted- Remaining Number Average Contractual Aggregate of Exercise Term Intrinsic Options Price (Years) Value ------- --------- ----------- ---------- Outstanding at October 1, 2008. . . . 163,000 $44.94 Exercised. . . . . . . . (8,000) 43.93 ------- ------ Outstanding at December 31, 2008. . . 155,000 $44.99 5.8 $4,391,000 ======= ====== Exercisable at December 31, 2008. . . 155,000 $44.99 5.8 $4,391,000 ======= ====== As of December 31, 2008, all outstanding stock options were vested and compensation expense related to stock options was recognized in prior fiscal years. The intrinsic value of options exercised totaled $201,000 and $71,000 during the first quarter of fiscal 2009 and 2008, respectively. The total income tax benefit recognized in the consolidated statements of income related to the exercise of stock options was $81,000 and $29,000 during the three month periods ending December 31, 2008 and 2007, respectively. RESTRICTED SHARE AWARDS Restricted share awards consist of performance shares and time vested restricted stock. Performance shares represent a right to receive shares of common stock upon satisfaction of performance goals or other specified metrics. Restricted stock represents a right to receive shares of common stock upon the passage of a specified period of time. The fair value of performance shares and restricted stock granted under the Company's 2005 Long-Term Incentive Plan was based on the average of the Company's high and low stock prices on the date of grant. Upon the adoption of the Company's Incentive Compensation Plan in February 2008, the fair value of performance shares and restricted stock granted under the new plan is based on the Company's closing stock price on the grant date. Compensation expense for performance shares is recorded ratably over the vesting period, assuming that achievement of performance goals is deemed probable. Compensation expense for restricted stock is recognized ratably over the vesting period. The per share weighted average fair value of restricted shares, including restricted stock and performance shares, granted during the three months ended December 31, 2008 and 2007 was $51.15 and $51.05, respectively. Restricted stock issued to eligible employees and directors vests, to date, over a period from 6 months to 5 years, and performance shares contingently vest over various periods, depending on the nature of the performance goal. Restricted share transactions during the three months ended December 31, 2008 were as follows: Number of Weighted- Restricted Average Share Fair Awards Value ---------- --------- Outstanding at October 1, 2008 . . . . . . 47,000 $ 50.41 Granted. . . . . . . . . . . . . . . . . . 10,000 51.15 Vested . . . . . . . . . . . . . . . . . . (1,000) 50.70 Forfeited. . . . . . . . . . . . . . . . . (2,000) 49.21 ------- -------- Outstanding at December 31, 2008 . . . . . 54,000 $ 50.60 ======= ======== 10 LANDAUER, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (Cont'd.) December 31, 2008 As of December 31, 2008, unrecognized compensation expense related to restricted share awards totaled approximately $1,300,000 and is expected to be recognized over a weighted average period of 0.9 years. The total fair value of shares vested during the three month periods ended December 31, 2008 and 2007 were $77,000 and $83,000, respectively. (8) CREDIT FACILITY In October 2007, the Company negotiated a credit facility, which expires on October 31, 2009. The credit facility permits borrowing up to $15,000,000. To date, no borrowings have been made under this facility. The Company is evaluating a new credit facility that would extend the expiration date of the Company's credit facility and increase permitted borrowing. (9) PENSION AND POSTRETIREMENT MEDICAL BENEFIT EXPENSES The components of net periodic benefit cost for pension and retiree medical plans were as follows (000's): Pension Other Benefits Benefits -------------- ------------- Three Months Ended December 31, ------------------------------ 2008 2007 2008 2007 ------ ------ ------ ------ Service cost . . . . . . . . . . . . . . $ 268 $ 279 $ 10 $ 15 Interest cost. . . . . . . . . . . . . . 337 332 17 21 Expected return on plan assets . . . . . (213) (213) - - Amortization of prior service cost (credit) . . . . . . . . . . . . . . . 37 37 (28) (28) Amortization of net loss . . . . . . . . 2 2 3 11 ------ ------ ------ ------ Net periodic benefit cost. . . . . . . . $ 431 $ 437 $ 2 $ 19 ====== ====== ====== ====== In October 2008, the Company contributed $148,000 to the pension plan to fulfill funding requirements for the 2008 plan year. In the first quarter of fiscal 2009, the Company contributed $2,000,000 to the plan, fulfilling its funding requirements for fiscal 2009 and offsetting the loss on plan assets that occurred during fiscal 2008. (10) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In December 2007, the FASB issued SFAS No. 141R, "Business Combinations," and SFAS No. 160 "Noncontrolling Interests in Consolidated Financial Statements." These standards aim to improve, simplify, and converge internationally the accounting for and reporting of business combinations and noncontrolling interests in consolidated financial statements. The provisions of SFAS No. 141R and SFAS No. 160 are effective, and should be applied prospectively, for the Company beginning in fiscal 2010. The Company will apply SFAS No. 141R for any business combinations beginning in fiscal 2010. The Company is currently evaluating the impact of SFAS No. 160 to its financial position, results of operations and financial disclosures. 11 LANDAUER, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (Cont'd.) December 31, 2008 (11) RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS Effective October 1, 2008, the Company adopted the guidance of the Emerging Issues Task Force (EITF) Issue No. 06-10, "Accounting for the Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements." The EITF affirmed as a final consensus that an employer should recognize a liability for the postretirement benefit related to a collateral assignment split-dollar life insurance arrangement. As a result of the implementation of EITF No. 06- 10, the Company recognized a decrease of $362,000 in its long-term asset recorded for its collateral assignment split-dollar life insurance arrangement and recorded a liability of $538,000 for premiums payable under the arrangement. The October 1, 2008 balance of retained earnings was reduced by $900,000. The Company's liability for this arrangement is expected to be settled in fiscal 2014. Effective October 1, 2008, the Company adopted SFAS No. 157, "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements. The adoption of SFAS No. 157 did not impact the Company's unaudited consolidated financial statements for the quarter ended December 31, 2008. Effective October 1, 2008, the Company adopted SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities, including an Amendment of FASB Statement No. 115." SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value on an instrument-by-instrument basis, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date. SFAS No. 159 also establishes presentation and disclosure requirements to facilitate comparisons between companies that choose different measurement attributes for similar assets and liabilities. The adoption of SFAS No. 159 did not impact the Company's financial position, results of operations and financial disclosures for the quarter ended December 31, 2008. (12) SUBSEQUENT EVENT On February 5, 2009, the Board of Directors approved changes to the Company's retirement benefit plans. The objective of the changes is to transition from a defined benefit philosophy for retirement benefits to a defined contribution approach. These changes include the following actions: . cease all accruals for future years of service in the Company's defined benefit retirement plans and supplemental retirement plans and to freeze the plans effective March 31, 2009; . provide supplemental transition benefits to participants who satisfy certain age and service requirements; . provide enhanced benefits in the existing 401(k) retirement savings plan; and . adopt a new nonqualified deferred compensation plan for the benefit of certain executives. 12 LANDAUER, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (Cont'd.) December 31, 2008 The Company anticipates that the re-design of its retirement plans will result in future cost savings while offering market based retirement benefits to its employees. As a result of the changes, the Company expects to recognize a non-recurring curtailment loss, in accordance with the guidance of SFAS No. 88, EMPLOYERS' ACCOUNTING FOR SETTLEMENTS AND CURTAILMENTS OF DEFINED BENEFIT PENSION PLANS AND FOR TERMINATION BENEFITS, currently estimated in the range of $1.0 to $2.5 million during its second fiscal quarter. The Company also anticipates that it will increase the funding of the defined benefit pension plan with a contribution currently estimated in the range of $4.0 to $5.0 million during fiscal 2009. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW - -------- Landauer is a leading provider of analytical services to determine occupational and environmental radiation exposure. For over 50 years, the Company has provided complete radiation dosimetry services to hospitals, medical and dental offices, universities, national laboratories, nuclear facilities and other industries in which radiation poses a potential threat to employees. Landauer's services include the manufacture of various types of radiation detection monitors, the distribution and collection of the monitors to and from clients, and the analysis and reporting of exposure findings. These services are provided to approximately 69,000 customers representing approximately 1.6 million individuals in the U.S., Japan, France, the United Kingdom, Brazil, Canada, China, Australia, Mexico and other countries. In addition to providing analytical services, the Company may lease or sell dosimetry detectors and reading equipment to large customers that want to manage their own dosimetry programs, or into smaller international markets in which it is not economical to establish a direct service. Landauer operates a mature business, and growth in numbers of customers is modest. In recent years, the Company's strategy has been to expand into new international markets, primarily by partnering with existing dosimetry service providers with a prominent local presence. In addition, the Company has developed new platforms and formats for its OSL technology, such as InLight, to gain access to markets where the Company previously did not have a significant presence, such as smaller in-house and commercial laboratories. Revenue growth in recent years has occurred as a result of entry into new markets through joint ventures and acquisitions, modest unit growth, sale of InLight equipment and badges, and new ancillary services and products. The Company believes pricing in the domestic market has become more competitive and opportunities to continue to obtain regular price increases from its customers may be more limited in the future. RESULTS OF OPERATIONS FOR THE QUARTER ENDED DECEMBER 31, 2008 - ------------------------------------------------------------- Revenues for the first quarter of fiscal 2009 were $22,438,000, a 2.9% increase compared to revenues of $21,809,000 for the same quarter in fiscal 2008. Domestic revenue growth for the first quarter was $886,000, or 5.5%, resulting from gains in the core radiation monitoring business driven by increased prices for certain services and increases in domestic InLight equipment revenue. International revenue declined $257,000, or 4.6%. Growth in volume in most regions was offset by the impact of the strengthening of the dollar against most foreign currencies which reduced revenue by approximately $700,000. 13 The domestic InLight equipment sales increase was driven primarily by a sale to the Canadian government agency responsible for occupational monitoring and radiation emergency preparedness for the citizens of Canada. The Company completed a $2,000,000 contract during the quarter ended March 31, 2008 with the agency, under which $1,850,000 of product was delivered. Approximately $1,100,000 of the product delivered required additional processing by Landauer to be fully utilized for its intended purpose. Per the terms of the agreement, the Canadian agency has the option to obtain additional processing of the dosimetry materials from the Company or to exchange the materials for finished product. Consistent with the Staff Accounting Bulletin No. 104 "Revenue Recognition," the Company recorded $1,100,000 of deferred revenue in fiscal 2008, related to the portion of the sale that required additional performance by the Company. During the first quarter of fiscal 2009, the Company recognized $556,000 of revenue for InLight equipment delivered under the exchange provisions of the agreement. As of December 31, 2008, $544,000 of the $1,100,000 product delivered in fiscal 2008 remains in deferred revenue and requires additional processing by the Company to be fully utilized for its intended purpose. Total cost of sales for the first quarter of fiscal 2009 was $7,140,000, a decrease of $61,000, or 0.8%, compared with cost of sales of $7,201,000 for the same quarter in fiscal 2008. Gross margins were 68.2% of revenues for the first quarter of fiscal 2009, compared with the 67.0% reported for the same period in fiscal 2008. The improvement is primarily a result of a reduction in overhead driven by lower depreciation and employee benefits costs. Selling, general and administrative expense for the first quarter of fiscal 2009 was $6,493,000, a decrease of $295,000, or 4.3%, compared with expense of $6,788,000 for the first quarter of fiscal 2008, which included accelerated depreciation charges of $188,000. The primary factor contributing to the decrease in selling, general and administrative expense is a $319,000 reduction, due to timing, in expense spending to reengineer business processes and the replacement of the Company's information technology systems that support improved business relationship management and the order-to-cash cycle. During the 2007 fiscal year, the Company initiated a project to replace its information technology system. The project has extended beyond its initial timeline due to increased customization of the software to capture the unique business requirements of the Company. Due to the timeline extension, the Company has commenced a comprehensive evaluation of the scope, cost and timing of the information systems initiative. At the end of the 2008 fiscal year, the project was expected to cost $14.5 to $16.5 million. Although the evaluation is on-going, the Company currently believes the cost will be above this range. As part of the IT initiative discussed above, management completed an evaluation of the usefulness of investments made in legacy information systems' hardware and software. Based on the evaluation, approximately $2,185,000 was determined to be impaired and approximately $690,000 of assets was subject to accelerated depreciation. During the fiscal first quarter of 2008 the Company recorded $188,000 of accelerated depreciation relating to these assets. Resulting operating income for the quarter ended December 31, 2008 was $8,805,000, an increase of 12.6% compared with $7,820,000 reported in the same quarter a year ago. Net other income, including equity in income of joint venture, for the quarter was $135,000 lower than a year ago, reflecting lower net interest income. The effective income tax rate for the first quarter of fiscal 2009 and 2008 were 33.6% and 37.3%, respectively. The reduction is due primarily to a change in the state tax rate driven by changes in the Illinois state tax laws as well as the benefit of certain credits realized during the quarter. Resulting net income for the quarter ended December 31, 2008 amounted to $6,142,000, or $0.66 per diluted share, compared with $5,276,000 or $0.57 per diluted share, for the same quarter in fiscal 2008. 14 LIQUIDITY AND CAPITAL RESOURCES Landauer used $10,376,000 in cash during the quarter ended December 31, 2008, resulting in cash on hand of $23,562,000. Cash flows provided by operating activities for the first fiscal quarter of 2009 were $1,075,000, a decrease of $7,424,000, or 87.4%, from fiscal 2008. The decrease is due primarily to a payment to the Company's defined benefit pension plan to increase funding, an increase over prior year in employee performance compensation, a decrease in deferred contract revenue and changes in the other components of working capital. Investing activities included acquisitions of property, plant and equipment in the amounts of $1,343,000 and $1,556,000 for the three months ended December 31, 2008 and 2007, respectively. Capital expenditures for the remainder of fiscal 2009 are expected to be approximately $6.0 to $7.0 million, prior to any increase in the cost of the Company's systems initiative noted above. The Company anticipates that funds for these capital improvements will be provided from operations. The Company's financing activities were comprised primarily of payments of cash dividends to shareholders. During the first quarter of fiscal 2009, the Company funded cash dividends of $9,549,000, or $0.525 per share for the first quarter of fiscal 2009 and $0.50 per share for the fourth quarter of fiscal 2008. During the first quarter of fiscal 2008, the Company paid cash dividends of $4,375,000, or $0.475 per share for the fourth quarter of the prior fiscal year. Such amounts have been provided from operations. As described in Note 8 to the financial statements, the Company negotiated a credit facility in October 2007, which expires on October 31, 2009. The credit facility permits borrowing up to $15,000,000. To date, no borrowings have been made under this facility. The Company is evaluating a new credit facility that would extend the expiration date of the Company's credit facility and increase permitted borrowing. Landauer requires limited working capital for its operations since many of its customers pay for services in advance. Such advance payments, reflected on the balance sheet as "Deferred Contract Revenue", amounted to $14,466,000 and $15,626,000, respectively, as of December 31, 2008 and September 30, 2008. While these amounts represent approximately 50% and 46% of current liabilities, respectively as of December 31, 2008 and September 30, 2008, such amounts do not represent a cash obligation. All customers are invoiced in accordance with the Company's standard terms, with payment generally due thirty days from date of invoice. Reflecting the Company's invoicing practices and that a significant portion of the Company's revenues are subject to health care industry reimbursement cycles, the days of sales outstanding for the Company averaged approximately 90 days over the course of the first quarter for both fiscal 2009 and fiscal 2008. Landauer also offers radiation monitoring services in the United Kingdom, Canada, Japan, Brazil, China, Australia, France and Mexico. The Company's operations in these markets generally do not depend on significant capital resources. OUTLOOK FOR BALANCE OF FISCAL 2009 - ---------------------------------- Landauer's business plan for fiscal 2009 currently anticipates aggregate revenue growth for the year to be in the range of 3 - 5%. The Company currently anticipates a net income increase in the range of 6 - 8%, exclusive of the expected curtailment loss from changes to the Company's retirement programs as described in footnote 12 and additional costs associated with the extension of its systems initiative. 15 FORWARD-LOOKING STATEMENTS - -------------------------- Certain of the statements made herein constitute forward-looking statements that are based on certain assumptions and involve certain risks and uncertainties. These include the following, without limitation: assumptions, risks and uncertainties associated with the Company's development and introduction of new technologies in general; continued customer acceptance of the InLight technology; the adaptability of optically stimulated luminescence (OSL) technology to new platforms and formats, such as Luxel+; the costs associated with the Company's research and business development efforts; the effectiveness of changes and upgrades to and costs associated with the Company's information systems; the usefulness of older technologies; the anticipated results of operations of the Company and its subsidiaries or ventures; valuation of the Company's long-lived assets or business units relative to future cash flows; changes in pricing of products and services; changes in postal and delivery practices; the Company's business plans; anticipated revenue and cost growth; the risks associated with conducting business internationally; costs incurred for potential acquisitions or similar transactions; other anticipated financial events; the effects of changing economic and competitive conditions; foreign exchange rates; government regulations; accreditation requirements; changes in the trading market that affect the cost of obligations under the Company's benefit plans; and pending accounting pronouncements. These assumptions may not materialize to the extent assumed, and risks and uncertainties may cause actual results to be different from anticipated results. These risks and uncertainties also may result in changes to the Company's business plans and prospects, and could create the need from time to time to write down the value of assets or otherwise cause the Company to incur unanticipated expenses. Additional information may be obtained by reviewing the information set forth in Item 1A "Risk Factors" and Item 7A "Quantitative and Qualitative Disclosures About Market Risk" and information contained in the Company's Annual Report on Form 10-K for the year ended September 30, 2008 and other reports filed by the Company, from time to time, with the SEC. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS - ----------------------------------------- In December 2007, the FASB issued SFAS No. 141R, "Business Combinations," and SFAS No. 160 "Noncontrolling Interests in Consolidated Financial Statements." These standards aim to improve, simplify, and converge internationally the accounting for and reporting of business combinations and noncontrolling interests in consolidated financial statements. The provisions of SFAS No. 141R and SFAS No. 160 are effective, and should be applied prospectively, for the Company beginning in fiscal 2010. The Company will apply SFAS No. 141R for any business combinations beginning in fiscal 2010. The Company is currently evaluating the impact of SFAS No. 160 to its financial position, results of operations and financial disclosures. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - ------------------------------------------ Effective October 1, 2008, the Company adopted the guidance of the Emerging Issues Task Force (EITF) Issue No. 06-10, "Accounting for the Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements." The EITF affirmed as a final consensus that an employer should recognize a liability for the postretirement benefit related to a collateral assignment split-dollar life insurance arrangement. As a result of the implementation of EITF No. 06- 10, the Company recognized a decrease of $362,000 in its long-term asset recorded for its collateral assignment split-dollar life insurance arrangement and recorded a liability of $538,000 for premiums payable under the arrangement. The October 1, 2008 balance of retained earnings was reduced by $900,000. The Company's liability for this arrangement is expected to be settled in fiscal 2014. 16 Effective October 1, 2008, the Company adopted SFAS No. 157, "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements. The adoption of SFAS No. 157 did not impact the Company's unaudited consolidated financial statements for the quarter ended December 31, 2008. Effective October 1, 2008, the Company adopted SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities, including an Amendment of FASB Statement No. 115." SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value on an instrument-by-instrument basis, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date. SFAS No. 159 also establishes presentation and disclosure requirements to facilitate comparisons between companies that choose different measurement attributes for similar assets and liabilities. The adoption of SFAS No. 159 did not impact the Company's financial position, results of operations and financial disclosures for the quarter ended December 31, 2008. CRITICAL ACCOUNTING POLICIES - ---------------------------- The critical accounting policies followed by the Company are set forth in Item 7 and "Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements of the 2008 Landauer Annual Report on Form 10-K. The Company believes that at December 31, 2008, there have been no material changes to this information. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk, including changes in foreign currency exchange rates. These risks are set forth in Item 7A of the 2008 Landauer Annual Report on Form 10-K. The Company believes there have been no material changes in the information provided from the end of the preceding fiscal year through December 31, 2008. ITEM 4. CONTROLS AND PROCEDURES DISCLOSURE CONTROLS AND PROCEDURES - ---------------------------------- As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO") (the Company's principal executive officer and principal financial officer, respectively), of the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Rule 13(a)-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended. Based upon that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures as of December 31, 2008 were effective. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING - ---------------------------------------------------- There have been no changes in the Company's internal control over financial reporting that occurred during the quarterly period ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 17 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is a party, from time to time, to various legal proceedings, lawsuits and other claims arising in the ordinary course of its business. The Company does not believe that any such litigation pending as of December 31, 2008, if adversely determined, would have a material effect on its business, financial position, results of operations, or cash flows. ITEM 1A. RISK FACTORS Information regarding risk factors are set forth in Item 1A of the 2008 Landauer Annual Report on Form 10-K. The Company believes there have been no material changes from the risk factors previously disclosed in the Company's fiscal 2008 Form 10-K. ITEM 6. EXHIBITS Exhibit 31.1 Certification of William E. Saxelby, President and Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 Certification of Jonathon M. Singer, Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32.1 Certification of William E. Saxelby, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.2 Certification of Jonathon M. Singer, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LANDAUER, INC. Date: February 6, 2009 /s/ Jonathon M. Singer ------------------------------ Jonathon M. Singer Senior Vice President, Treasurer, and Secretary (Principal Financial and Accounting Officer) 19 EX-31.1 2 exh_311.txt EXHIBIT 31.1 - ------------ CERTIFICATION I, William E. Saxelby, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Landauer, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. February 6, 2009 /s/ William E. Saxelby ----------------------------------- William E. Saxelby President & Chief Executive Officer EX-31.2 3 exh_312.txt EXHIBIT 31.2 - ------------ CERTIFICATION I, Jonathon M. Singer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Landauer, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. February 6, 2009 /s/ Jonathon M. Singer ------------------------------ Jonathon M. Singer Chief Financial Officer EX-32.1 4 exh_321.txt EXHIBIT 32.1 - ------------ CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Landauer, Inc. (the "Company") on Form 10-Q for the period ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William E. Saxelby, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief: i. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and ii. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement required by Section 906 has been provided to Landauer, Inc. and will be retained by Landauer, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. /s/ William E. Saxelby ------------------------------------ William E. Saxelby President & Chief Executive Officer February 6, 2009 EX-32.2 5 exh_322.txt EXHIBIT 32.2 - ------------ CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Landauer, Inc. (the "Company") on Form 10-Q for the period ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jonathon M. Singer, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief: i. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and ii. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement required by Section 906 has been provided to Landauer, Inc. and will be retained by Landauer, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. /s/ Jonathon M. Singer ------------------------------ Jonathon M. Singer Chief Financial Officer February 6, 2009 -----END PRIVACY-ENHANCED MESSAGE-----